Sec Form 13D Filing - GLAXOSMITHKLINE PLC filing for Turning Point Therapeutics, Inc. (TPTX) - 2020-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2) *

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

TURNING POINT THERAPETUICS, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

90041T 10 8

(CUSIP Number)

Victoria A. Whyte

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 29, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(1)          Common Stock are held of record by GSK Equity Investments, Limited, formerly known as S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Includes 19,958 shares of Common Shares issuable upon the exercise of options granted to Simeon J. George as director’s compensation (the “Options”) that can be exercised now or will become exercisable within the next 60 days, over which the Reporting Person has voting and dipositive power.

(2)          Based upon 46,786,549 of the Issuer’s Common Stock outstanding as of October 29, 2020, including (i) 46,766,591 shares outstanding upon closing of the Issuer’s public offering, as reported in the Issuer ’s prospectus dated October 27, 2020 (the “Final Prospectus”) filed with the Securities and Exchange Commission on October 27, 2020 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended and (ii) 19,958 shares issuable upon exercise of the Options.

Item 1.  Security and Issuer.

This statement on Schedule 13D amends and supplements the statement on Schedule 13D originally filed on April 26, 2019, as subsequently amended by Amendment No. 1 filed on May 26, 2020 (the “Schedule 13D” and as amended by this Amendment No. 2, the “Statement”) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Turning Point Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 10628 Science Center Drive, Suite 200, San Diego, CA 92121. This Amendment No. 2 is filed to reflect its new percentage beneficial ownership in the Issuer, which has changed as a result of (i) additional stock option granted to Simeon J. George as director’s compensation, who is obligated to transfer any shares issued under the Options to GSK Equity Investments, Limited (“GSK Equity Investments”), formerly known as S.R. One, Limited and (ii) an increase in the Issuer’s Common Shares outstanding. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 2. Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

Item 4. Purpose of Transaction

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding the following:

October 2020 Lock-Up Agreement

In connection with the Issuer’s public offering on October 29, 2020 (the “October 2020 Public Offering”), SR One agreed with the underwriters of the October 2020 Public Offering to a lockup-up agreement (“October 2020 Lock-Up Agreement”), a copy of which is attached as Exhibit 5 hereto. Pursuant to the October 2020 Lock-Up Agreement, SR One agreed that they shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the Company or derivative instruments, whether any such transaction or arrangement would be settled by delivery of Common Stock or other securities, in cash or otherwise or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above, without the prior written consent of Representatives, for a period of 60 days after the date of the underwriting agreement executed in connection with the October 2020 Public Offering.

The response set forth in Items 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

The Options can be exercised at any time as to vested shares, at an exercise price of $65.39, until the expiration date of June 14, 2030. Simeon J. George is obligated to transfer any shares issued under the Options to GSK Equity Investments.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information included in Item 4 is incorporated herein by reference.

Item 7

The response set forth in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 6, 2020

Schedule 1